Pentair (NYSE: PNR) details pay package for incoming CFO Brazis
Filing Impact
Filing Sentiment
Form Type
8-K/A
Rhea-AI Filing Summary
Pentair plc filed an amended report to disclose the compensation package for its incoming Executive Vice President and Chief Financial Officer, Nicholas J. Brazis, effective March 1, 2026. The amendment adds details that were not available when his appointment was first reported.
Mr. Brazis will receive an annual base salary of $600,000 and an annual cash bonus target equal to 80% of his base salary, with the 2026 bonus pro rated. For 2026 he will also receive an annual incentive equity award valued at $1,250,000, split into 50% performance share units, 25% restricted stock units and 25% stock options.
He will participate in the same standard benefit plans as other Pentair executive officers, including a Key Executive Employment and Severance Agreement. This agreement may provide severance and other benefits if there is a change in control of the company and his employment ends under specified conditions.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 5.02, 9.01
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 15, 2025
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission File No.) | (I.R.S. Employer Identification No.) | ||||||
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: 44 -74 -9421-6154
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2). ☐ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Pentair plc (the “Company”) filed a Current Report on Form 8-K on October 21, 2025 (the “Original Form 8-K”) reporting, under Item 5.02, the appointment of Nicholas J. Brazis as the Company’s Executive Vice President and Chief Financial Officer effective as of March 1, 2026. Because the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) had not yet determined the compensation that would be applicable to Mr. Brazis as the Company’s Executive Vice President and Chief Financial Officer at the time the Original Form 8-K was filed, disclosure of such compensation was not included in the Original Form 8-K in accordance with Instruction 2 to Item 5.02. The Company hereby amends Item 5.02 of the Original Form 8-K to include information on the compensation that will be applicable to Mr. Brazis as the Company’s Executive Vice President and Chief Financial Officer. Other than providing this additional information, no other disclosure in the Original Form 8-K is amended by this Current Report on Form 8-K/A.
On February 23, 2026, the Compensation Committee approved the compensation for Mr. Brazis as the Company’s Executive Vice President and Chief Financial Officer. Mr. Brazis will receive an annual base salary of $600,000 and will have an annual cash bonus target opportunity of 80% of his base salary, which bonus for 2026 will be pro rated for the number of eligible months and based on the terms and performance goals established by the Compensation Committee. Mr. Brazis will also receive an annual incentive equity award for 2026 in the amount of $1,250,000 to be allocated 50% performance share units, 25% restricted stock units and 25% stock options.
Mr. Brazis is also eligible to participate in other standard benefit plans and programs in which other executive officers of the Company participate as disclosed in the Company’s 2025 Proxy Statement, including a Key Executive Employment and Severance Agreement (the “KEESA”). The KEESA will provide that Mr. Brazis could be entitled to certain severance and other benefits following a “change in control” (as defined in the KEESA) of the Company if Mr. Brazis is involuntarily terminated, other than for death, disability or “cause” (as defined in the KEESA), or if Mr. Brazis terminates his employment for conditions that constitute “good reason” (as defined in the KEESA). The foregoing description of the KEESA is qualified in its entirety by reference to the full text of the KEESA, a copy of the form of which is filed as Exhibit 10.27 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and is incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Shell Company Transactions
Not applicable.
(d) Exhibits
| EXHIBIT INDEX | |||||||||||
| Exhibit | Description | ||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 25, 2026.
| PENTAIR PLC | ||||||||
| Registrant | ||||||||
| By | /s/ Lance T. Bonner | |||||||
Lance T. Bonner | ||||||||
Executive Vice President, General Counsel and Secretary | ||||||||
FAQ
What did Pentair plc (PNR) change in this amended 8-K/A filing?
Pentair amended its earlier report to add full compensation details for incoming CFO Nicholas J. Brazis. The original filing only covered his appointment, leaving pay terms open until the Compensation Committee finalized them on February 23, 2026.
What is Nicholas J. Brazis’s base salary as Pentair (PNR) CFO?
Nicholas J. Brazis will receive an annual base salary of $600,000 as Executive Vice President and Chief Financial Officer. This fixed salary forms the foundation for his cash bonus target and long-term equity incentive awards approved by Pentair’s Compensation Committee.
How is the Pentair (PNR) CFO’s annual bonus structured for 2026?
The CFO’s annual cash bonus target is 80% of his $600,000 base salary, tied to performance goals set by the Compensation Committee. For 2026, this bonus will be pro rated based on the number of eligible months he serves in the role.
What equity awards will Pentair (PNR) grant its new CFO in 2026?
For 2026, the new CFO will receive an annual incentive equity award of $1,250,000. This award is allocated 50% to performance share units, 25% to restricted stock units, and 25% to stock options, aligning pay with longer-term company performance.
Does the Pentair (PNR) CFO have change-in-control protection?
Yes. The CFO will be covered by a Key Executive Employment and Severance Agreement. Following a change in control, he may receive severance and other benefits if involuntarily terminated without cause or if he resigns for defined good reason conditions.
What other benefits can the Pentair (PNR) CFO participate in?
The CFO is eligible to participate in Pentair’s standard benefit plans and programs available to other executive officers. These programs are described in Pentair’s 2025 Proxy Statement and include the Key Executive Employment and Severance Agreement referenced in the amended report.